PAVmed Seeks Reverse Split to Boost Share Price, Avoid Nasdaq Delisting

TL;DR

**PAVM is doing a reverse split to avoid Nasdaq delisting; this is a desperate move, but necessary to stay public.**

AI Summary

PAVmed Inc. (PAVM) is seeking stockholder approval for a reverse stock split at a ratio between 1-for-10 and 1-for-30, along with a reduction in authorized common stock from 250,000,000 to 25,000,000 shares. This strategic move, approved by the Board on October 20, 2025, is primarily aimed at increasing the per-share trading price to regain compliance with Nasdaq's minimum $1 bid price requirement, following a notification on January 23, 2025, and an extended compliance period until January 19, 2026. The Board also believes a higher stock price will attract a broader range of institutional investors. As of the October 23, 2025 record date, 28,085,405 shares of common stock and 21,323 shares of Series C Preferred Stock (convertible into an estimated 3,117,133 common shares) were outstanding. The Special Meeting is scheduled for December 5, 2025, to vote on this proposal and an adjournment proposal.

Why It Matters

This reverse stock split is a critical maneuver for PAVmed to maintain its Nasdaq listing, which is essential for liquidity and investor confidence. Delisting could severely impact the company's ability to raise capital and reduce its attractiveness to institutional investors, potentially leading to a further decline in share value. For employees, continued listing provides stability and visibility, while customers might perceive a delisted company as less stable. In a competitive medical technology market, maintaining a strong public presence is vital for PAVmed to compete effectively and attract necessary investment for its product development.

Risk Assessment

Risk Level: high — The risk level is high because PAVmed is facing potential delisting from Nasdaq due to its stock price falling below the $1 minimum bid requirement, as notified on January 23, 2025. While the company has until January 19, 2026, to regain compliance, a reverse split does not guarantee sustained price improvement or address underlying business challenges. The proposed ratio range of 1-for-10 to 1-for-30 indicates a significant need to inflate the per-share price.

Analyst Insight

Investors should carefully evaluate PAVmed's underlying business fundamentals and future growth prospects, not just the post-split share price. Consider if the reverse split is a temporary fix or if the company has a clear path to sustainable profitability and value creation. Monitor the stock's performance post-split for sustained compliance and investor interest.

Key Numbers

• 1-for-10 to 1-for-30 — Reverse Stock Split Ratio (Range of proposed reverse stock split ratios for PAVM common stock)
• 250,000,000 shares — Current Authorized Common Stock (Number of shares PAVM is currently authorized to issue)
• 25,000,000 shares — Proposed Authorized Common Stock (Number of shares PAVM proposes to be authorized to issue after reduction)
• $1 — Nasdaq Minimum Bid Price (Required closing bid price for continued listing on Nasdaq Capital Market)
• January 23, 2025 — Nasdaq Non-Compliance Notification Date (Date PAVM received notice of non-compliance with Nasdaq's $1 bid price rule)
• January 19, 2026 — Nasdaq Compliance Deadline (Extended deadline for PAVM to regain compliance with Nasdaq's $1 bid price rule)
• October 23, 2025 — Record Date for Special Meeting (Date for determining stockholders entitled to vote at the Special Meeting)
• 28,085,405 shares — Common Stock Outstanding (Number of PAVM common shares outstanding as of the record date)
• 3,117,133 shares — Convertible Series C Preferred Stock (Estimated common shares convertible from PAVM's Series C Preferred Stock)
• December 5, 2025 — Special Meeting Date (Date of the virtual Special Meeting of Stockholders)

Key Players & Entities

• PAVmed Inc. (company) — Registrant seeking stockholder approval
• Nasdaq Stock Market LLC (regulator) — Listing authority that issued delisting notice
• Lishan Aklog, M.D. (person) — Chairman and Chief Executive Officer of PAVmed Inc.
• Dennis McGrath (person) — President and Chief Financial Officer of PAVmed Inc.
• Sodali & Co. (company) — Proxy solicitor for PAVmed Inc.
• $1 (dollar_amount) — Minimum bid price required by Nasdaq Listing Rule 5550(a)(2)
• 250,000,000 shares (dollar_amount) — Current authorized common stock before proposed reduction
• 25,000,000 shares (dollar_amount) — Proposed authorized common stock after reduction
• 28,085,405 shares (dollar_amount) — Common stock outstanding as of October 23, 2025
• 3,117,133 shares (dollar_amount) — Estimated common stock convertible from Series C Preferred Stock

FAQ

Risk Factors

• Nasdaq Delisting Risk [high — regulatory]: PAVM received a notification from Nasdaq on January 23, 2025, indicating its common stock bid price had been below the $1 minimum for 30 consecutive business days. The company has an extended compliance deadline of January 19, 2026, requiring the bid price to be at least $1 for ten consecutive business days to regain compliance. Failure to do so will result in delisting from the Nasdaq Capital Market.
• Investor Perception and Access [medium — market]: The current low per-share trading price of PAVM's common stock may deter institutional and professional investors. The company believes a reverse stock split will make the stock more attractive to a broader range of investors, potentially improving its marketability and access to capital.
• Dependence on Stockholder Approval [medium — operational]: The proposed reverse stock split and reduction in authorized shares are contingent upon stockholder approval at the Special Meeting on December 5, 2025. Insufficient votes could lead to the adjournment of the meeting, delaying or preventing the company from executing its strategy to regain Nasdaq compliance.
• Impact of Reverse Stock Split on Share Price [medium — financial]: While the reverse stock split aims to increase the per-share price, there is no guarantee it will maintain the $1 minimum bid price required by Nasdaq. The effectiveness of the split in attracting investors and improving market perception is uncertain.

Industry Context

PAVM operates in the medical technology sector, a highly competitive and innovation-driven industry. Companies in this space often face significant research and development costs, lengthy regulatory approval processes, and intense competition from both established players and emerging startups. Access to capital is crucial for funding product development, clinical trials, and market penetration, making stock performance and investor confidence key factors for success.

Regulatory Implications

The primary regulatory concern for PAVM is maintaining its listing on the Nasdaq Capital Market. Failure to meet the minimum $1 bid price requirement by January 19, 2026, will lead to delisting, significantly impacting liquidity and investor perception. The proposed reverse stock split is a direct response to this regulatory challenge.

What Investors Should Do

1. Review the proposed reverse stock split ratio and its potential impact on share price and ownership.
2. Vote on the Reverse Split Proposal to support the company's efforts to regain Nasdaq compliance.
3. Consider the Adjournment Proposal as a contingency if the Reverse Split Proposal does not receive sufficient votes.

Key Dates

• 2025-01-23: Nasdaq Non-Compliance Notification — PAVM received notice that its stock bid price was below the $1 minimum, triggering a compliance period.
• 2025-10-23: Record Date for Special Meeting — Determined the stockholders eligible to vote on the reverse stock split and other proposals.
• 2025-10-31: Proxy Materials Mailed/Made Available — Initiated the formal solicitation of proxies for the Special Meeting.
• 2025-12-05: Special Meeting of Stockholders — Stockholders will vote on the proposed reverse stock split and reduction in authorized shares.
• 2026-01-19: Nasdaq Compliance Deadline — The final date for PAVM to regain compliance with Nasdaq's $1 minimum bid price requirement.

Glossary

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. (PAVM is proposing a reverse stock split to increase its per-share trading price and meet Nasdaq's listing requirements.)

Authorized Common Stock

The maximum number of shares of common stock that a corporation is legally permitted to issue, as specified in its charter. (PAVM is seeking to reduce its authorized common stock from 250,000,000 to 25,000,000 shares in conjunction with the reverse split.)

Certificate of Incorporation

The primary document filed with a state government that establishes a corporation and outlines its basic structure and powers. (An amendment to PAVM's Certificate of Incorporation is required to implement the reverse stock split and reduce authorized shares.)

Nasdaq Capital Market

A tier of the Nasdaq stock exchange that lists smaller companies and has specific listing requirements, including a minimum bid price. (PAVM is currently listed on the Nasdaq Capital Market and risks delisting if it fails to meet the $1 minimum bid price requirement.)

Proxy Statement

A document filed with the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting. (This DEF 14A filing is the proxy statement providing details on the proposed reverse stock split and other meeting matters.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (October 23, 2025, is the record date for PAVM's Special Meeting, determining who can vote on the reverse stock split.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual or quarterly report. The key focus is on the proposed reverse stock split and reduction in authorized shares, driven by the need to regain compliance with Nasdaq's minimum bid price requirement, a situation that has likely worsened since the last filing, necessitating this extraordinary action.

Key Financial Figures

• $1 — mon stock had been below the minimum of $1 per share required for continued listin

Filing Documents

• formdef14a.htm (DEF 14A) — 358KB
• formdef14a_001.jpg (GRAPHIC) — 3KB
• proxy_001.jpg (GRAPHIC) — 624KB
• proxy_002.jpg (GRAPHIC) — 462KB
• 0001493152-25-020379.txt ( ) — 1858KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 PAVMED INC. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: PAVMED INC. 360 Madison Avenue, 25 th Floor New York, New York 10017 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 5, 2025 To the Stockholders of PAVmed Inc.: NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “ Special Meeting ”) of PAVmed Inc., a Delaware corporation (the “ Company ”), will be held on December 5, 2025 at 10:00 a.m., Eastern time. The Special Meeting will be a virtual meeting. You will be able to attend and participate in the Special Meeting online by visiting https://www.cstproxy.com/pavmed/sm2025. Please see the “ Questions and Answers ” in the accompanying proxy statement for more details. The Special Meeting is being held for the following purposes: The Reverse Split Proposal . To approve an amendment to the Company’s certificate of incorporation, as amended (the “ Certificate of Incorporation ”), to effect (i) a reverse stock split of the Company’s outstanding shares of common stock (the “ Reverse Split ”) at a specific ratio, ranging from 1-for-10 to 1-for-30, to be determined by the Company’s board of directors (the “ Board ”) in its sole discretion, and (ii) an associated reduction in the number of shares of common stock the Company is authorized to issue (the “ Reduction in Authorized Common Stock ”) from 250,000,000 shares to 25,000,000 shares. The Adjournment Proposal . To approve the adjournment of the Special Meeting to the extent there are insufficient votes at the Special Meeting to approve the foregoing proposal. The Board has set the close of business on October 23, 2025 as the record date for the determination of stockholders who will be entitled to notice of and to vote at the Special Meeting (the “ record date ”). The list of stockholders entitled to vote at the Special Meeting will be available for inspection at the Company’s headquarters at least ten days before the Special Meeting. Your vote is important no matter how many shares you own. Whether or not you expect to attend the meeting, please submit a proxy electronically by Internet by following the instructions in these proxy materials or complete, sign and date the accompanying proxy card and return it promptly in the enclosed postage paid reply envelope. Your prompt response is necessary to ensure that your shares are represented at the meeting. You can change your vote and revoke your proxy at any time before the meeting by following the procedures described in the accompanying proxy statement. By Order of the Board of Directors Lishan Aklog, M.D. Lishan Aklog, M.D. Chairman and Chief Executive Officer October 31, 2025 New York, New York Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on December 5, 2025 : The Company’s Proxy Statement is available at http://www.cstproxy.com/pavmed/sm2025. PAVMED INC. 360 Madison Avenue, 25 th Floor New York, New York 10017 PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 5, 2025 _______________ INTRODUCTION The Company is providing this proxy statement in connection with the solicitation by the Board of proxies to be voted at the Special Meeting to be hel

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